Change in Board Members, Audit & Supervisory Board Members and Officers

Transcription

1 March 4, 2014 Nippon Steel & Sumitomo Metal Corporation Change in Board Members, Audit & Supervisory Board Members and Officers This is to announce that, at a meeting of the board of directors held today, (i) the candidates for the board of directors and the audit & supervisory board to be submitted to the 90th Annual Meeting of Shareholders scheduled to be held in late June 2014 were decided and (ii) (x) the appointment of members of the board of directors with titles, (y) the appointment of representative directors and (z) division of business responsibilities and delegation of office for s and Managing Directors that will be members of the board of directors, each of which will be officially resolved at the meeting of the board of directors to be held immediately after the Annual Meeting of Shareholders, were decided. Also, it was resolved to undertake the following matters effective as of April 1: (i) (x) the appointment of s that will be members of the board of directors, (y) the appointment of representative directors, and (z) change in division of business responsibilities and delegation of office for s, Managing Directors and Directors that will be members of the board of directors and (ii) (x) the appointment of Managing Executive Officers and Executive Officers and (y) division of business responsibilities and delegation of office for Managing Executive Officers and Executive Officers. 1

2 I. Candidates for Members of the Board of Directors to be Submitted to the 90th Annual Meeting of Shareholders (scheduled for late June 2014) (The appointment of members of the board of directors with titles, the appointment of representative directors and division of business responsibilities and delegation of office for s and Managing Directors that will be members of the board of directors will be officially resolved at the meeting of the board of directors to take place immediately after the 90th Annual Meeting of Shareholders.) Name Title (planned) Division of Business Responsibilities and Shoji MUNEOKA Representative Director and Chairman Delegation of Office (planned) Hiroshi TOMONO Kosei SHINDO Shinya HIGUCHI Representative Director and Vice Chairman Representative Director and President Representative Director and Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics; Project Development; Machinery & Materials Procurement; Steel Products Units; Shanghai-Baoshan Coldrolled & Coated Sheet Products Project; India Continuous Annealing & Processing Line Project; Domestic Office and Branches Cooperating with K. Ota on Usiminas Project Cooperating with S. Sakuma on Overseas Offices 2

3 Katsuhiko OTA Akihiro MIYASAKA Kinya YANAGAWA Soichiro SAKUMA Representative Director and Representative Director and Representative Director and Representative Director and Corporate Planning; Overseas Business Development; Group Companies Planning; Accounting & Finance; Raw Materials; Usiminas Project Head of Research and Development Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Cooperating with S. Sakuma on Environment Cooperating with K. Ota on Usiminas Project General Administration; Legal; Internal Control & Audit; Business Process Innovation; Human Resources; Environment; Overseas Offices Cooperating with K. Ota on Usiminas Project 3

4 Yasumitsu SAEKI Shinji MORINOBU Shinji FUJINO* Ritsuya IWAI* Managing Director, Member of the Board Managing Director, Member of the Board Managing Director, Member of the Board Managing Director, Member of the Board Head of Unit, Flat Products Unit; Project Leader, Shanghai-Baoshan Cold-rolled & Coated Sheet Products Project; Project Leader, India Continuous Annealing & Processing Line Project Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics Head of Unit, Railway, Automotive & Machinery Parts Unit Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Rendering Assistance to S. Higuchi on Steel Products Units Head of Unit, Pipe & Tube Unit Mutsutake OTSUKA* Ichiro FUJISAKI* Director, Member of the Board (Current Position: Executive Advisor to the Board, East Japan Railway Company) Director, Member of the Board (Current Position: Distinguished Professor, Sophia University; President, The America-Japan Society Inc.) 4

5 Notes: An asterisk (*) indicates a new candidate for a member of the board of directors. Messrs. Otsuka and Fujisaki meet the requirements of an outside director as set forth in Article 2, Item 15 of the Companies Act. II. Candidates for Audit & Supervisory Board Members to be Submitted to the 90th Annual Meeting of Shareholders (scheduled for late June 2014) Name Hiroshi OBAYASHI* Jiro MAKINO* Current Position Attorney at Law Vice Chairman, The General Insurance Association of Japan Notes: An asterisk (*) indicates a new candidate for an audit & supervisory board member. Messrs. Obayashi and Makino meet the requirements of an outside company auditor as set forth in Article 2, Item 16 of the Companies Act. III. Change in the division of business responsibilities and delegation of office for Executive Vice Presidents, Managing Directors and Directors that will be members of the board of directors, the appointment of Managing Executive Officers and Executive Officers and the division of business responsibilities and delegation of office for Managing Executive Officers and Executive Officers as of April 1 < Management Structure as of April 1, 2014> Representative Director and Chairman Shoji MUNEOKA Representative Director and Vice Chairman Hiroshi TOMONO Representative Director and President Kosei SHINDO 5

6 Representative Directors and s Shinya HIGUCHI Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics; Project Development; Machinery & Materials Procurement; Steel Products Units; Shanghai- Baoshan Cold-rolled & Coated Sheet Products Project; India Continuous Annealing & Processing Line Project; Domestic Office and Branches Cooperating with K. Ota on Usiminas Project Cooperating with S. Sakuma on Overseas Offices Katsuhiko OTA Corporate Planning; Overseas Business Development; Group Companies Planning; Accounting & Finance; Raw Materials; Usiminas Project Akihiro MIYASAKA Head of Research and Development Kinya YANAGAWA Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Cooperating with S. Sakuma on Environment Cooperating with K. Ota on Usiminas Project Soichiro SAKUMA General Administration; Legal; Internal Control & Audit; Business Process Innovation; Human Resources; Environment; Overseas Offices Cooperating with K. Ota on Usiminas Project Persons in italics newly appointed as Representative Directors and s 6

7 Managing Directors, Members of the Board Yasumitsu SAEKI Head of Unit, Flat Products Unit; Project Leader, Shanghai-Baoshan Cold-rolled & Coated Sheet Products Project; Project Leader, India Continuous Annealing & Processing Line Project Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics Shinji MORINOBU Head of Unit, Railway, Automotive & Machinery Parts Unit Directors, Members of the Board Syuichiro KOZUKA Advisor to the President Masakazu IWAKI Project Leader, Usiminas Project Managing Executive Officers Shinya OKUDA Head of Office, Osaka Office Atsuhiko YOSHIE Head of Laboratories, Steel Research Laboratories, R&D Laboratories Masato YAMADA Deputy Project Leader, Shanghai-Baoshan Coldrolled & Coated Sheet Products Project; Deputy Project Leader, India Continuous Annealing and Processing Line Project Cooperating with Head of Unit, Flat Products Unit on Flat Products Technology Shinji FUJINO Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Rendering Assistance to Executive Vice President S. Higuchi on Steel Products Units Eiji HASHIMOTO Rendering Assistance to Executive Vice President K. Ota on Business Development in the Americas Rendering Assistance to Executive Vice 7

8 President K. Ota on Usiminas Project Cooperating with Head of Unit, Pipe & Tube Unit on Overseas Projects concerning Pipe & Tube Yoshitsugu SAKAMOTO Head of Works, Nagoya Works Tatsuro SHIRASU Head of Office, Beijing Office Shinji SHIBAO Head of Works, Oita Works Shinji TANIMOTO Head of Works, Yawata Works Kenji TAKAHASHI Head of Works, Kashima Works Ritsuya IWAI Head of Unit, Pipe & Tube Unit Shinichi FUJIWARA Overseas Business Development; Overseas Offices Machi NAKATA Head of Works, Osaka Steel Works, Railway, Automotive & Machinery Parts Unit Tsuneo MIYAMOTO Rendering Assistance to Executive Vice President S. Higuchi on Overseas Projects concerning Flat Products Toshiharu SAKAE Raw Materials; Machinery & Materials Procurement Yutaka TAKEUCHI Corporate Planning; Group Companies Planning Toru KANEKO Cooperating with Head of Unit, Flat Products Unit on Overseas Projects concerning Flat Products Akihiko INOUE Head of Works, Kimitsu Works Hirotsune SATOH Head of Division, Human Resources Division Business Process Innovation Cooperating with Managing Executive Officer S. Fujino on Safety Persons in italics newly appointed as Managing Executive Officers 8

9 Executive Officers Hiromichi AOKI Advisor to the President Takahisa MIYAKE Advisor to the President Hidemasa NAKAJIMA Advisor to the President Katsuyoshi IWATA Advisor to the President Masayuki SHIBATA Advisor to the President Toshiyuki KISHIBE Advisor to the President Koji TANABE Advisor to the President Katsuhiro MIYAMOTO Head of Division, Accounting & Finance Division Cooperating with Head of Division, General Administration Division on Public Relations Masato MATSUNO Head of Division, General Administration Division Rendering Assistance to Executive Vice President S. Sakuma on Legal and Internal Control & Audit Rendering Assistance to Managing Executive Officer H. Satoh on Business Process Innovation Shin NISHIURA Head of Division, Corporate Planning Division Yoichi FURUTA Head of Division, Overseas Business Development Division Hiroyuki NITTA Head of Division, Business Process Innovation Division Kazuyuki ORITA Head of Center, Plant Engineering and Facility Management Center Tomoaki NAKAGAWA Head of Unit, Bar & Wire Rod Unit Kazuhiro EGAWA Cooperating with Head of Division, Overseas Business Development Division on Overseas Business Development 9

10 Naoki KONNO Head of Division, Technical Administration & Planning Division Rendering Assistance to Managing Executive Officer H. Satoh on Business Process Innovation Toru TAKEGOSHI Head of Division, Group Companies Planning Division Cooperating with Head of Division, Human Resources Division on Human Resources Atsushi IIJIMA Head of Unit, Plate Unit Shinichi NAKAMURA Head of Unit, Construction Products Unit Masaki IWASAKI Head of Works, Hirohata Works Toshihiko KUNISHI Vice Head of Unit, Pipe & Tube Unit Yutaka ANDOH Head of Works, Muroran Works, Bar & Wire Rod Unit Kazuo TANIMIZU Head of Division, Raw Materials Division-II Takahiro MORI Vice Head of Unit, Flat Products Unit Yoshiyuki KOMURO Head of Division, Flat Products Technology Division, Flat Products Unit Hiromi ISHII Head of Division, Bar & Wire Rod Technology Division, Bar & Wire Rod Unit Kazuhiro NAKASHIMA Head of Works, Wakayama Works Naoki SATOH Head of Division, Safety Division Akio MIGITA Head of Division, Flat Products Marketing Division, Flat Products Unit Persons in italics newly appointed as Executive Officers 10

11 Reference 1: Expected Management Structure as of the Date of the 90th Annual Meeting of Shareholders Scheduled for Late June 2014 (at the time of completion of the meeting of the board of directors to be held immediately after the meeting of shareholders) Representative Director and Chairman Shoji MUNEOKA Representative Director and Vice Chairman Hiroshi TOMONO Representative Director and President Kosei SHINDO Representative Directors and s Shinya HIGUCHI Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics; Project Development; Machinery & Materials Procurement; Steel Products Units; Shanghai- Baoshan Cold-rolled & Coated Sheet Products Project; India Continuous Annealing & Processing Line Project; Domestic Office and Branches Cooperating with K. Ota on Usiminas Project Cooperating with S. Sakuma on Overseas Offices Katsuhiko OTA Corporate Planning; Overseas Business Development; Group Companies Planning; Accounting & Finance; Raw Materials; Usiminas Project Akihiro MIYASAKA Head of Research and Development 11

12 Kinya YANAGAWA Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Cooperating with S. Sakuma on Environment Cooperating with K. Ota on Usiminas Project Soichiro SAKUMA General Administration; Legal; Internal Control & Audit; Business Process Innovation; Human Resources; Environment; Overseas Offices Cooperating with K. Ota on Usiminas Project Managing Directors, Members of the Board Yasumitsu SAEKI Head of Unit, Flat Products Unit; Project Leader, Shanghai-Baoshan Cold-rolled & Coated Sheet Products Project; Project Leader, India Continuous Annealing & Processing Line Project Marketing Administration & Planning; Global Marketing Administration & Planning; Transportation & Logistics Shinji MORINOBU Head of Unit, Railway, Automotive & Machinery Parts Unit Shinji FUJINO Intellectual Property; Safety; Technical Administration & Planning; Quality Management; Plant Engineering and Facility Management; Ironmaking Technology; Steelmaking Technology; Slag & Cement Rendering Assistance to Executive Vice President S. Higuchi on Steel Products Units Ritsuya IWAI Head of Unit, Pipe & Tube Unit Mutsutake OTSUKA Ichiro FUJISAKI 12

13 Note: Messrs. Otsuka and Fujisaki meet the requirements of an outside director as set forth in Article 2, Item 15 of the Companies Act. Senior Audit & Supervisory Board Member Toshihide TANABE Audit & Supervisory Board Members Hirotomo SUETSUGU Hirohiko MINATO Hirotake ABE Katsunori NAGAYASU Hiroshi OBAYASHI Jiro MAKINO Note: Messrs. Abe, Nagayasu, Obayashi and Makino meet the requirements of an outside company auditor as set forth in Article 2, Item 16 of the Companies Act. Managing Executive Officers Shinya OKUDA Head of Office, Osaka Office Atsuhiko YOSHIE Head of Laboratories, Steel Research Laboratories, R&D Laboratories Masato YAMADA Deputy Project Leader, Shanghai-Baoshan Coldrolled & Coated Sheet Products Project; Deputy Project Leader, India Continuous Annealing and Processing Line Project Cooperating with Head of Unit, Flat Products Unit on Flat Products Technology Eiji HASHIMOTO Rendering Assistance to Executive Vice President K. Ota on Business Development in the Americas Rendering Assistance to Executive Vice President K. Ota on Usiminas Project 13

14 Cooperating with Head of Unit, Pipe & Tube Unit on Overseas Projects concerning Pipe & Tube Yoshitsugu SAKAMOTO Head of Works, Nagoya Works Tatsuro SHIRASU Head of Office, Beijing Office Shinji SHIBAO Head of Works, Oita Works Shinji TANIMOTO Head of Works, Yawata Works Kenji TAKAHASHI Head of Works, Kashima Works Shinichi FUJIWARA Overseas Business Development; Overseas Offices Machi NAKATA Head of Works, Osaka Steel Works, Railway, Automotive & Machinery Parts Unit Tsuneo MIYAMOTO Rendering Assistance to Executive Vice President S. Higuchi on Overseas Projects concerning Flat Products Toshiharu SAKAE Raw Materials; Machinery & Materials Procurement Yutaka TAKEUCHI Corporate Planning; Group Companies Planning Toru KANEKO Cooperating with Head of Unit, Flat Products Unit on Overseas Projects concerning Flat Products Akihiko INOUE Head of Works, Kimitsu Works Hirotsune SATOH Head of Division, Human Resources Division Business Process Innovation Cooperating with Managing Director S. Fujino on Safety 14

15 Executive Officers Katsuhiro MIYAMOTO Head of Division, Accounting & Finance Division Cooperating with Head of Division, General Administration Division on Public Relations Masato MATSUNO Head of Division, General Administration Division Rendering Assistance to Executive Vice President S. Sakuma on Legal and Internal Control & Audit Rendering Assistance to Managing Executive Officer H. Satoh on Business Process Innovation Shin NISHIURA Head of Division, Corporate Planning Division Yoichi FURUTA Head of Division, Overseas Business Development Division Hiroyuki NITTA Head of Division, Business Process Innovation Division Kazuyuki ORITA Head of Center, Plant Engineering and Facility Management Center Tomoaki NAKAGAWA Head of Unit, Bar & Wire Rod Unit Kazuhiro EGAWA Cooperating with Head of Division, Overseas Business Development Division on Overseas Business Development Naoki KONNO Head of Division, Technical Administration & Planning Division Rendering Assistance to Managing Executive Officer H. Satoh on Business Process Innovation Toru TAKEGOSHI Head of Division, Group Companies Planning Division Cooperating with Head of Division, Human Resources Division on Human Resources 15

16 Atsushi IIJIMA Head of Unit, Plate Unit Shinichi NAKAMURA Head of Unit, Construction Products Unit Masaki IWASAKI Head of Works, Hirohata Works Toshihiko KUNISHI Vice Head of Unit, Pipe & Tube Unit Yutaka ANDOH Head of Works, Muroran Works, Bar & Wire Rod Unit Kazuo TANIMIZU Head of Division, Raw Materials Division-II Takahiro MORI Vice Head of Unit, Flat Products Unit Yoshiyuki KOMURO Head of Division, Flat Products Technology Division, Flat Products Unit Hiromi ISHII Head of Division, Bar & Wire Rod Technology Division, Bar & Wire Rod Unit Kazuhiro NAKASHIMA Head of Works, Wakayama Works Naoki SATOH Head of Division, Safety Division Akio MIGITA Head of Division, Flat Products Marketing Division, Flat Products Unit 16

17 Reference 2: Executive Officers to Retire on March 31, 2014 Retiring Executive Officers <Expected position after retirement> Hiroki KAWABATA Advisor Hiroyuki UCHIDA Advisor Reference 3: Executive Officers to Be Newly Appointed on April 1, 2014 < Current Position> Yutaka ANDOH Executive Counsellor General Superintendent, Kamaishi Works, Bar & Wire Rod Unit Kazuo TANIMIZU Executive Counsellor General Manager, Head of Division, Raw Materials Division-I Takahiro MORI General Manager, Head of Division, Flat Products Global Marketing Division, Flat Products Unit Yoshiyuki KOMURO Deputy General Superintendent, Hirohata Works General Manager, Head of Division, Safety, Environment & Plant Safety Division Hiromi ISHII General Manager, Head of Division, Bar & Wire Rod Technology Division, Bar & Wire Rod Unit Kazuhiro NAKASHIMA General Manager, Human Resources Division Seconded to VALLOUREC & SUMITOMO TUBOS DO BRASIL LTDA Naoki SATOH General Manager, Head of Division, Safety Division General Manager, Internal Control & Audit Division Akio MIGITA General Manager, Head of Division, Flat Products Marketing Division, Flat Products Unit 17

18 Reference 4: Directors, Audit & Supervisory Board Members and Executive Officers to Retire at the End of 90th Annual Shareholders Meeting Scheduled for Late June 2014 Retiring Directors, Members of the Board Syuichiro KOZUKA <Expected position after retirement> Representative Director and President, Nippon Steel & Sumikin Metal Products Co., Ltd. Masakazu IWAKI Executive Advisor Project Leader, Usiminas Project Retiring Audit & Supervisory Board Members <Expected position after retirement> Shigeo KIFUJI Attorney at Law, Ushijima & Partners (current post) Toshiro MUTOH Chief Executive Officer, The Tokyo Organising Committee of the Olympic and Paralympic Games (TOKYO 2020) (current post) Retiring Executive Officers Hiromichi AOKI Takahisa MIYAKE Hidemasa NAKAJIMA Katsuyoshi IWATA Masayuki SHIBATA Toshiyuki KISHIBE Koji TANABE <Expected position after retirement> Executive Advisor Senior Executive Director, Osaka Titanium Technologies Co., Ltd. Representative Director, Nippon Steel & Sumikin Electronics Devices Inc. Vice President, Member of the Board, Nippon Steel & Sumikin Technology Co., Ltd. President and CEO, Suzuki Metal Industry Co., Ltd. Managing Executive Officer, Nippon Steel & Sumikin Bussan Corporation Representative Director and Vice President, Oji Steel Co., Ltd. 18